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                                                                   EXHIBIT 10.22

                        REAL PROPERTY LEASE AND SUBLEASE

     THIS REAL PROPERTY LEASE AND SUBLEASE (this "Lease"), dated for reference
purposes the 28th day of June, 1996, is by and between 810 DEXTER L.L.C., a
Washington limited liability company (the "Landlord"), and KORRY ELECTRONICS
CO., a Delaware corporation (the "Tenant").

     Landlord and Tenant agree as follows:

     1. PREMISES. Landlord hereby leases to Tenant and Tenant leases from
Landlord, upon the terms and subject to the conditions set forth in this Lease,
that certain real property and improvements thereon, commonly known as 810
Dexter Avenue North, Seattle, Washington, along with the Adjoining Parking Lot
(defined hereafter), all as legally described on Exhibit A attached hereto and
incorporated herein by this reference (the "Real Property"). The leased premises
(the "Premises") shall contain the entire building (the "Building"), which is
approximately 93,000 square feet, and the Adjoining Parking Lot. Tenant may not
use, occupy or penetrate the roof of the Premises without Landlord's consent.

     2. PARKING. The Premises leased by Tenant hereunder shall include without
additional cost or charge the Adjoining Parking Lot (the "Adjoining Parking
Lot") adjacent to the Building subject to Landlord's sublease of all but thirty
two (32) unreserved parking spaces. At the commencement of the Fourth Lease Year
(defined hereinafter) Landlord shall sublease only one-third of the Adjoining
Parking Lot and at the commencement of the Sixth Lease Year (defined
hereinafter) Landlord shall cease subleasing any of the Adjoining Parking Lot.
Landlord hereby grants to Tenant a first right of refusal on all parking spaces
Landlord is subleasing from Tenant which may become available and which are not
needed by other tenants from time to time, at a price of $50 per space per
month. Landlord recognizes that Tenant may need additional parking and
accordingly Landlord agrees to discuss in good faith with Tenant, at Tenant's
request, Landlord's construction of a parking garage for Tenant on property in
the present parking lot. So long as Landlord fulfills its obligation to discuss
construction of the parking garage in good faith, it shall not be obligated to
build same. In addition, Landlord reserves the right to construct at its sole
cost and expense and at no cost to Tenant a parking garage structure on the
Adjoining Parking Lot. Landlord shall provide Tenant with at least four (4)
months prior written notice of commencement of construction. In either event,
upon completion Tenant shall have the same number of spaces in the garage that
are provided above at no additional cost, and during construction of the garage,
to the extent Tenant is not able to use the portion of the Adjoining Parking Lot
which Landlord is not then subleasing, Landlord shall provide Tenant at
Landlord's expense with substitute parking within two (2) blocks of the
Adjoining Parking Lot. During construction Landlord shall not unreasonably
disrupt Tenant's use of the remainder of the Premises.

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     3. TERM.

     3.1 Initial Term. The initial term (the "Initial Term") of this Lease shall
be for a period, commencing on the Commencement Date (defined hereinafter) and
ending July 31, 2011, unless sooner terminated pursuant to any provision hereof.
For purposes of this Lease, the term "Lease Year" shall be the one year period
beginning on an anniversary of the Commencement Date and continuing through the
day before the next anniversary of the Commencement Date (except the final Lease
Year ending July 31, 2011 may be less than twelve (12) months).

     3.2 Commencement Date. This Lease shall be effective when signed by
Landlord and Tenant. The Initial Term shall commence (the "Commencement Date")
on the earlier of Tenant's occupancy of the Premises to conduct business or the
issuance of a "Certificate of Occupancy" after completion of Tenant's Work
(defined in Section 9.2 hereafter), whichever occurs first, but in no event
later than December 1, 1996; provided, however, that if Tenant has not been
issued a "Certificate of Occupancy" for the Premises by December 1, 1996, Tenant
shall have the right to terminate this Lease on notice to Landlord so long as
Tenant completes Tenant's Work (for which Landlord must reimburse Tenant up to
$150,000 within ten (10) days of completion), and all Tenant's Work shall become
property of Landlord. Tenant shall use all reasonable efforts to complete
Tenant's Work by December 1, 1996.

     3.3 Extensions. If Tenant is not in default under this Lease beyond the
applicable cure period either at the time of option exercise or at any time
until commencement of an Extension Term, Tenant shall have the right and option
("Option to Renew") of extending the term of this Lease for two (2) additional
successive terms (each an "Extension Term") of five (5) years each, upon the
terms and conditions provided herein. If Tenant elects to exercise such option,
it shall do so by giving notice in writing to Landlord of such election at least
one hundred eighty (180) days prior to the expiration of the Initial Term or as
such Initial Term may be extended.

     3.4 Tenant's Early Termination Rights. Tenant shall have the right to
terminate this Lease by providing Landlord two (2) years irrevocable advance
notice of its intent to terminate. If Tenant so terminates this Lease, Landlord
shall reimburse Tenant for the unamortized portion of Tenant's costs (as
specified by Tenant) to obtain all permits and approvals for its work on the
Premises, costs of complying with energy codes and costs of installed heating
and air-conditioning systems ("Reimbursable Costs"). The Reimbursable Costs
shall be amortized on a straight line basis over fifteen (15) years, and the
amount owed by Landlord shall not exceed $300,000 for the top floor, $100,000
for the middle floor, and $100,000 for the bottom floor. For example, if Tenant
terminates at the end of the Third Lease Year, Tenant will be entitled to
receive 12/15th's of the first $300,000 of its top floor Reimbursable Costs.


                                       -2-

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     Tenant shall also have the right to terminate this Lease at any time in the
event soil or groundwater contamination is discovered on, under or near the
Premises and a local, state or federal agency requires investigations, testing
or cleanup that materially interfere with Tenant's use of the Premises;
provided, if such contamination is confined to the Adjoining Parking Lot
Landlord may defeat Tenant's termination by notifying Tenant in writing within
fifteen (15) days of receipt of Tenant's notice that Landlord will eliminate the
contaminated area from the Premises and supply Tenant with replacement parking
within two (2) blocks of the Premises, for all spaces eliminated from the
Premises. Landlord and Tenant shall enter into an amendment to this Lease to
evidence such elimination. If the Lease is terminated pursuant to this paragraph
Reimbursable Costs shall be capped at $150,000.

     4. MONTHLY AND ADDITIONAL RENT.

     4.1 Minimum Monthly Rent - Initial Term. Subject to reduction pursuant to
Section 10 and Section 43, but otherwise without offset or deduction except as
expressly set forth herein, Tenant shall pay to Landlord, without notice or
demand, on or before the first day of each calendar month, at the address
specified below Landlord's signature hereon or at such other place as Landlord
shall designate, minimum monthly rent during the Initial Term for the Premises
as follows:

     (a) For the first lease year, the ("First Lease Year") which begins on the
Commencement Date and continues through the day before the first anniversary of
the Commencement Date, minimum monthly rent shall be $36,000 per month (prorated
for partial months);

     (b) For the second lease year the ("Second Lease Year"), which begins on
the first anniversary of the Commencement Date and continues through the day
before the second anniversary of the Commencement Date, minimum monthly rent
shall be $38,000 per month;

     (c) For the third lease year (the "Third Lease Year"), which begins on the
second anniversary of the Commencement Date and continues through the day before
the third anniversary of the Commencement Date, minimum monthly rent shall be
$40,000 per month;

     (d) For the fourth lease year (the "Fourth Lease Year"), which begins on
the third anniversary of the Commencement Date and continues through the day
before the fourth anniversary of the Commencement Date, and for each successive
lease year thereafter continuing until the last month of the Initial Term,
minimum monthly rent shall be $40,000 per month; provided that beginning with
the first month of the Fourth Lease Year and continuing on the first day of
every other succeeding Lease Year, the minimum monthly rent shall be increased
by a percentage equal to the percentage increase in the Index (defined below)
during the prior two-year period, up to a maximum percentage increase of two and
one-half percent (2-1/2%) in any one year, for a maximum of five percent (5%)
increase for each two-year period.


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     (e) As used herein, the term "Index" shall mean the Consumer Price Index
for all Urban Consumers - All Items, West Cities A Average, as published by the
U.S. Department of Labor's Bureau of Labor Statistics.

     (f) In addition to the rental adjustments described above, and not in lieu
thereof, a rent adjustment shall be made on August 1, 2001, which shall be an
amount equal to one-half of the sum of Monthly Excess Amounts (defined below)
computed at the end of each of the following two-year periods: 8/1/97 through
7/31/99, and 8/1/99 through 7/31/01.

     (g) As used herein, the term "Monthly Excess Amount" means the difference
between (a) the monthly increase that would have been made for the upcoming
two-year period if the two and one-half percent annual limit were not in effect,
and (b) the monthly rent increase actually payable (i.e., with the two and
one-half percent annual limit in effect).

     (h) In addition to the rental adjustments described above, and not in lieu
thereof, a rent adjustment shall be made on August 1, 2005, which shall be an
amount equal to one-half of the sum of the Monthly Excess Amounts computed at
the end of each of these two-year periods: 8/1/01 through 7/31/03 and 8/1/03
through 7/31/05.

     (i) If the Index is discontinued, the parties shall substitute a comparable
index of consumer prices.

     4.2 Minimum Monthly Rent - Extension Terms.

     (a) Subject to reduction pursuant to Section 10 and Section 43, but
otherwise without offset or deduction except as specifically set forth herein,
Tenant shall pay to Landlord, without notice or demand, on or before the first
day of each calendar month, at the address specified below Landlord's signature
hereon or at such other place as Landlord shall designate, minimum monthly rent
for: (i) the first Lease Year of each Extension Term shall be determined
pursuant to Section (b) below, and (ii) the final four (4) Lease Years of each
Extension Term shall be an amount equal to the minimum monthly rent applicable
during the first year of such Extension Term, increased by a percentage increase
equal to the percentage increase in the Index over the prior two (2) Lease
Years; provided the increase shall not be less than two and one-half percent
(2-1/2%) or more than five percent (5%) for any two (2) year period. In no event
will minimum monthly rent decrease.

     (b) Following Tenant's exercise of an Option to Renew, and at least one
hundred fifty (150) days prior to the commencement of each Extension Term,
Landlord and Tenant shall attempt in good faith to agree on minimum monthly rent
for the first Lease Year of the Extension Term. If Landlord and Tenant fail to
agree, rent for said Lease Year shall be equal to the prevailing market rent as
determined by appraisal (the "Prevailing Market Rent"). Landlord and Tenant
shall each designate an appraiser to determine the Prevailing Market Rent. If
the two (2) appraisers so selected are unable to agree upon the Prevailing
Market Rent within twenty (20) days of their appointment, they shall jointly
designate a third appraiser. If the three (3) appraisers do not agree, the
closest two (2) shall be averaged, to determine rent. The appraisers shall
complete their determination of the Prevailing Market


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Rent on or before Ninety (90) days prior to the commencement of such Extension
Term. All appraisers designated for the foregoing purpose shall be duly licensed
and members of the American Institute of Real Estate Appraisers or any
comparable successor certifying organization if such institute is not then in
existence. The determination of rent hereunder shall be conclusive and binding
on Landlord and Tenant.

     (c) The Prevailing Market Rent shall be determined by taking into account
the size and location of the Premises, its usage and which party paid for the
various improvements.

     5. USE. The Premises may be used by Tenant for any purpose in accordance
with law. Tenant shall not do or permit to be done in or about Premises anything
which is illegal or unlawful, or which would constitute a nuisance.

     6. UTILITIES. Tenant hereby covenants and agrees to pay all charges
(including, without limitation, all taxes by governmental units billed with or
on utilities) for water, sewer, garbage removal, heat, light, and for all other
utilities which shall be used in or charged against the Premises during the
Initial Term of this Lease and as it may be extended. In the event any such
utilities are not separately metered for the Premises, Tenant shall pay its
share ("Tenant's Share") of such utilities, as reasonably determined by Landlord
based on increases over usage in the Building immediately prior to the
Commencement Date and reflecting the usage by all Building occupants. Tenant's
Share shall be rebuttably presumed to be a reasonable determination, unless
Tenant within thirty (30) days of such notice provides Landlord with a
professional opinion of a qualified consultant which concludes that a different
allocation is more accurate. Landlord shall not be liable in any manner
whatsoever should the furnishing of any of these services be delayed,
interrupted or prevented unless caused by the negligence or wilful misconduct of
Landlord. If, at the commencement of the Initial Term, any extension thereof, or
any time thereafter, Landlord or Tenant shall elect to separately meter any
utilities to the Premises, Tenant shall timely and directly pay all such
separately metered utilities relating to Tenant's use of the Premises. Utilities
payments required by Tenant shall be additional rent. Landlord may pay Tenant's
Share of said utilities if and to the extent Tenant does not pay after receipt
of notice of default and expiration of the applicable cure period.

     7. REPAIR AND CARE OF PREMISES. The Premises have been inspected and are
accepted by Tenant in their present condition, AS IS, and Tenant will at all
times keep the Premises neat, clean and in a sanitary condition. Tenant will at
all times preserve the Premises in as good repair as they now are or may
hereafter be put to, ordinary wear and tear excepted. Tenant will commit no
waste, damage or injury to the Premises, Building or Real Property. All repairs
and maintenance shall be at Tenant's sole cost and expense, except that (i) at
all times Landlord shall be responsible for structural repairs to the Building,
and for repair of damage caused by sink holes in the Adjoining Parking Lot and
(ii) from the Commencement Date through the end of the Third Lease Year,
Landlord shall be responsible for maintenance, repair and replacement of the
asphaltic portions of the roof of the Building.


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     Should either party fail to make any repairs required of it hereunder
within a reasonable time (which, except in the event of an emergency, shall mean
within thirty (30) days after prior written notice from the non-repairing party
or longer if necessary if the repair is commenced within such thirty (30) day
period and diligently prosecuted to completion), or fail to make any payments of
any kind required of it by any provisions of this Lease, the other party may, at
its option, make the same, and the amount or cost thereof shall immediately
become due and payable by the other. Regardless of the allocation of
responsibility of care of the Premises, Landlord and Tenant shall be responsible
for damage caused by themselves, their agents, tenants, employees or
contractors.

     8. Intentionally deleted.

     9. IMPROVEMENTS.

     9.1 Landlord's Work. Landlord shall provide for the benefit of the
Premises, at its sole cost and expense, each of the following ("Landlord's
Work"):

     (a) Proper removal from the Premises of all asbestos and other hazardous
materials from the Premises as of the Commencement Date; provided Tenant is
responsible for all lead based paint, for all asbestos removed by Tenant without
prior notice to Landlord, and for any removal or other remediation of hazardous
materials which are discovered as a result of Tenant's penetration of the Real
Property.

     (b) Resurface the floor of the top floor at a cost not to exceed $100,000,
as necessary to receive Tenant's floor covering per Tenant's specifications.

     (c) Remove (and not permit replacements of) any sign on the exterior of the
Premises except for those floor(s) subleased by Landlord. Where signs may be
retained, Landlord may retain only existing signs or their comparable
replacements.

     9.2 Tenant's Work. Tenant shall construct those initial Tenant improvements
specified on Exhibit B attached hereto ("Tenant's Work"). Tenant's Work shall
include sealing or other repairs to the roof, including the vents and skylights,
to prevent leakage. Such roof work shall be done prior to the end of the Third
Lease Year in a manner reasonably approved by Landlord and Tenant. Any and all
unused portion of the $100,000 floor allowance from Landlord specified in
Section 9.1(b) above shall be applied to Tenant's roof repair work set forth
above, to the extent of the cost of such work.

     After completion of Tenant's Work and upon notice by Tenant to Landlord,
Tenant shall have the right during the term of this Lease to make such interior
alterations, changes and improvements to the Premises, as Tenant desires. Any
alterations, changes or improvements which adversely affect the structural
members of the Building or involve penetration of the surface of the Real
Property or modify the exterior of the Building, or impair any street access to
the Real Property, require Landlord's advance written approval, which may be
granted or withheld in Landlord's sole discretion.


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     With respect to Tenant's Work and any other alterations, changes or
improvements to the Premises by Tenant, Tenant shall comply with the following:

     (a) Compliance with Laws. All work shall be performed in conformity with
all permits, rules, orders, regulations, ordinances, laws and other requirements
of all governmental authorities having jurisdiction over such work.

     (b) Disputes. Tenant shall have sole responsibility to resolve any and all
disputes relating to any construction it undertakes under this Lease, and shall
pay all fees, costs, expenses, judgments, awards and liabilities incurred in
connection therewith.

     (c) No Liens. At no time during or after the completion of any such work
shall Tenant or any contractor of Tenant create or suffer there to be any lien
or encumbrance upon the Premises including, without limit construction liens or
other claims for lien made by parties claiming to have provided labor or
material (collectively, "Construction Liens"). Notwithstanding the foregoing
prohibition against Construction Liens, Tenant may in good faith and with due
diligence contest the validity or amount of any Construction Lien and defer
payment and discharge thereof during the pendency of such contest provided that:
(i) such contest shall have the effect of preventing the sale or forfeiture of
the Real Property, Building or any part thereof; (ii) within ten (10) days after
Tenant has been notified of the filing of such Construction Lien, Tenant shall
have notified Landlord in writing of Tenant's intention to contest such
Construction Lien, and (iii) Tenant shall have deposited or caused to be
deposited with Landlord a sum of money which shall be sufficient to pay in full
such Construction Lien and all interest which might become due thereon, and
shall keep on deposit an amount so sufficient at all times, increasing such
amount to cover additions to the amount of such Construction Lien or additional
interest. Such deposits are to be held without any allowance of interest.
Landlord may apply such deposit as necessary to discharge the Construction Lien
in dispute following the entry of a judgment and shall return any unused funds
to Tenant.

     (d) Damage to Building or Property. Tenant agrees that at no time will
Tenant (i) destroy, damage or impair the Building or any portion thereof
including, without limitation, any systems or structural components thereof,
(ii) impair the access to or from the Building or the Real Property except as
reasonably necessary in connection with work consented to or approved by
Landlord, or (iii) eliminate any access to a public street.

     (e) Disruption of Other Tenants. Tenant will take all reasonable measures
to minimize all sounds, vibrations, debris, activities, impairment of access to
or egress from, interruption or disruption of utility services or mechanical or
other Building services, and other conditions that disrupt or impair the use and
enjoyment of the Building or the Real Property by any other tenant. Tenant shall
give such tenants reasonable notice of when disruptions or interruptions to
access, utilities or building services shall occur and will take reasonable
steps to minimize their duration and their impact on other tenants. To the
extent practicable, Tenant shall schedule any disruptions or interruptions to
access, utilities or Building services to occur on weekends or during evening
hours.


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     (f) Ownership of Improvements. All alterations, additions and improvements
made or constructed by Tenant shall be and remain the property of Tenant during
the Term of this Lease and shall become the property of Landlord as of the date
of termination of this Lease or upon earlier vacating of the Premises and shall
be delivered up to the Landlord with the Premises, normal wear and tear and
damage by casualty and condemnation excepted. All trade fixtures installed by
Tenant may be removed by Tenant upon the termination of this Lease if Tenant so
elects, and shall be removed by the date of termination of this Lease or upon
earlier vacating of the Premises if required by Landlord. Upon any such removal
Tenant shall repair any damage to the Premises caused by such removal.

     In all projects other than Tenant's Work for which Tenant's construction
costs are budgeted to exceed $750,000, Tenant shall in addition comply with the
following terms and conditions:

     (a) Compliance with Plans and Specifications. All work shall be performed
in accordance with all plans and specifications reasonably approved by Landlord
and Tenant.

     (b) Approval of Contractors. All general contractors or other contractors
directly engaged by Tenant shall be subject to Landlord's advance reasonable
approval. All contracts entered into directly by Tenant shall name Landlord as a
third-party beneficiary. Copies of all such agreements shall be delivered to
Landlord promptly upon execution thereof. All construction and consultants'
reports delivered to Tenant relating to any construction matters shall also be
delivered and addressed to Landlord.

     (c) Bonding. Landlord may condition its approval of any work exceeding a
cost of $750,000 upon a requirement that the contractor provide payment and
performance bonds in adequate amounts to assure the full completion of the work
undertaken.

     (d) Security for Tenant's Performance. Tenant shall grant to Landlord a
security interest in all of the construction plans, specifications, purchase
orders, agreements, work orders, permits and other rights and interests
necessary to enable Landlord to complete any such work in the event Tenant
defaults in any of its construction obligations. Landlord's lien shall be junior
to the liens of Tenant's construction lender(s), if any. Tenant shall not
otherwise pledge, encumber or transfer any such assets or rights.

     (e) Insurance. In addition to the other insurance to be purchased
hereunder, Tenant shall purchase, at its expense, appropriate casualty and
liability insurance to fully protect to commercially reasonable standards
Tenant's and Landlord's respective interests. Tenant agrees that all general or
other contractors it hires will carry general liability and builder's risk
insurance on commercially reasonable terms.

     10. SEISMIC UPGRADES.

     10.1 If seismic upgrades are required by the City of Seattle or any other
governmental entity as a result of a change in laws that affects all
improvements and not as the sole result of Tenant's Work, Tenant shall perform
such work and shall share in the cost


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of seismic upgrades in an amount equal to 50% of the portion of the Premises
leased by Tenant (but not subleased to Landlord), e.g. 1/3 space occupied X 50%
= 17%.

     10.2 Except as described in Section 10.1, if any work by Tenant on the
Premises results in a requirement by the City of Seattle that certain seismic
upgrades be made to the Building, then the parties agree that:

     (a) Tenant shall pay all amounts up to $400,000 of the required seismic
upgrades;

     (b) Landlord shall be responsible for all amounts in excess of $400,000 up
to $600,000;

     (c) Tenant will finance Landlord's portion of the seismic upgrades referred
to in Subsection 10.2(b), which shall be payable by Landlord to Tenant through a
fifty percent (50%) rent reduction, plus interest at a rate of eight percent
(8%) per year, commencing as funds are expended.

     (d) Tenant and Landlord will share the additional cost of seismic upgrades
which exceed $600,000, on a 50/50 basis, with Tenant's portion determined by
multiplying fifty percent (50) times the percentage of space leased (but not
subleased by Landlord) (e.g. 50% x 2/3 Building = 34%).

     11. INSURANCE AND TAXES.

     11.1 Liability Insurance. Tenant shall, at all times during the term hereof
and at Tenant's cost and expense, maintain in effect primary commercial general
public liability insurance, naming Landlord as an additional insured in an
amount of not less than $2,000,000 per person per occurrence and not less than
$l,000,000 for damage to property in connection with the use, operation or
condition of the Premises. In no event shall the limits of said policies be
considered as limiting the liability of Tenant under this Lease, nor shall
Tenant's duty to carry insurance create any legal responsibility of Tenant for
any insured casualty. The insurance shall be issued prior to commencement of
Tenant's Work by an insurance company or companies currently used by Tenant, in
a commercially reasonable form, and a copy of each policy or certificate of
insurance shall be delivered to Landlord before the commencement of Tenant's
Work and before the expiration of each policy. If Tenant does not timely pay the
premium for the insurance required hereunder Tenant shall so notify Landlord and
Landlord may immediately upon notice to Tenant, pay such premium or provide a
replacement policy.

     11.2 Casualty Insurance. Tenant shall obtain and keep in full force and
effect such policy or policies of fire and all-risk extended coverage insurance
(including earthquake coverage at Tenant's option), and including coverage for
vandalism and malicious mischief, on the Building and Premises, including any
improvements thereon, insuring the Building for its full replacement cost. Such
policies shall be primary, and the proceeds of any such insurance shall first be
used to rebuild or repair the Premises if and as required hereunder. Landlord
shall be named as an additional insured. Any such proceeds not required for such


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rebuilding or repairing shall be paid to and belong to Landlord. Tenant may also
at its option obtain boiler insurance, rental loss insurance, and plate glass
insurance, and such other coverages (including for the fire and all-risk
extended coverage policies) as shall be commercially reasonable from time to
time. If Tenant does not timely pay the premium for the insurance required
hereunder Tenant shall so notify Landlord and Landlord may immediately upon
notice to Tenant, pay such premium or provide a replacement policy.

     11.3 Taxes And Assessments. In addition to the rent to be paid by Tenant as
above provided, during the term of this Lease, Tenant shall timely pay directly
to the taxing authority all real estate taxes and assessments levied on the Real
Property. Landlord shall supply Tenant with the real estate tax statements at
least two (2) months before taxes are due. Tenant shall have the right to, at
its expense, appeal the real estate tax assessment for the Real Property. Such
taxes and obligations shall be apportioned during the Initial Term and any
extension thereof if applicable, so that Tenant shall pay only that proportion
thereof as shall accrue during said term. Landlord shall elect to pay
assessments over the maximum period possible.

     11.4 Alternative Method Of Taxation. If at any time during the Term, the
present method of taxation shall be changed so that in lieu of the whole or any
part of any taxes, assessments, fees or charges levied, assessed or imposed on
the Premises, there shall be levied, assessed or imposed on Landlord a capital
levy or other tax directly on the rents received therefrom and/or a franchise
tax, assessment, levy charge measured by or based, in whole or in part upon such
rents, then all such taxes, assessments, fees or charges (except income taxes),
or the part thereof so measured or based, shall be deemed to be included within
the term "rent" for the purposes hereof.

     Tenant shall be liable for all taxes levied against personal property
placed by Tenant in the Premises. If any such taxes are levied against Landlord
or Landlord's property and if Landlord elects to pay the same or if the assessed
value of Landlord's property is increased by inclusion of personal property
placed by Tenant in the Premises and Landlord elects to pay the taxes based on
such increase, Tenant shall pay as additional rent to Landlord upon demand that
part of such taxes for which Tenant is liable hereunder.

     12. DAMAGE OR DESTRUCTION.

     12.1 Repair and Restoration. All casualty insurance payments for damage to
the Building shall be used for the sole purpose of repairing, rebuilding and/or
restoring the Building. From the date hereof and throughout the Initial Term, as
it may be extended, if the Building is damaged or destroyed by fire or other
casualty Tenant shall promptly rebuild and restore the Building to the extent of
insurance proceeds and any deductible to its condition existing immediately
prior to such fire or other casualty, provided that if Tenant reasonably
estimates that it will take more than one hundred eighty (180) days from the
date of damage to restore the Premises, or if the Building is damaged by an
uninsured casualty Tenant, may elect to terminate this Lease upon thirty (30)
days written notice to Landlord, given within thirty (30) days after such
damage. Any such proceeds not required for such rebuilding or


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repairing shall be paid to and belong to Landlord. If the Lease is not so
terminated, the Building shall be repaired in the manner and subject to the
conditions provided for above and elsewhere in this Lease. If the conditions set
forth above which enable Tenant to terminate this Lease occur during the last
Lease Year, Landlord shall also have the right to terminate this Lease, unless
Tenant, within twenty (20) days of receipt of Landlord's notice of termination,
exercises the next remaining Option to Renew, if any.

     12.2 Rental Abatement. In the event of damage or destruction to the
Building which substantially affects Tenant's ability to operate its business,
minimum monthly rent (but no other charges under this Lease) shall be abated in
the same proportion that the area of the Premises used by Tenant after such
casualty bears to the total area of the Premises, until the Building is repaired
or restored, or the Lease expires or is sooner terminated under the other terms
of this Lease, but in no event shall minimum monthly rent be abated for more
than six (6) months.

     13. INDEMNITY.

     13.1 Indemnification by Tenant. Subject to the conditions and provisions of
this Paragraph 13.1 and commencing upon execution of this Lease Tenant agrees to
indemnify, defend and hold harmless Landlord and Landlord's assigns, affiliates,
owners, beneficiaries, trustees, employees, representatives, officers, directors
and agents ("Indemnitees") from and against any and all demands, claims,
complaints, actions or causes of action, suits, proceedings, investigations,
arbitrations, assessments, liens, losses, damages, liabilities, costs and
expenses, including, but not limited to, interest, penalties and reasonable
attorneys' fees and disbursements, asserted against, imposed upon or incurred by
any Indemnitee, directly or indirectly, by reason of or resulting from any
liability, obligation or claim (whether absolute, accrued, contingent or
otherwise and whether a contractual, tax or any other type of liability,
obligation or claim) arising out of, relating to or resulting from (a) any
misrepresentation or breach of the representations, warranties, covenants or
agreements of Tenant contained in or made pursuant to this Lease; (b) any
failure to timely perform or comply in all material respects with any material
covenant, agreement or undertaking of Tenant contained in or made pursuant to
this Lease; (c) any violation or alleged violation by Tenant or any assignee or
sublessees of Tenant of any permits, rules, orders, regulations, ordinances,
laws and other requirements of any governmental authorities; (d) Tenant,
Tenant's employees acting in the course of their employment, Tenant's business
or operations, any assignee or sublessees of Tenant, their employees acting in
the course of their employment or their business or operations; (e) any
accident, injury or damage, howsoever and by whomsoever caused, to any person or
property, occurring on the Premises unless caused by Landlord, its agents or
other tenants of Landlord pursuant to the Sublease; (f) any injury to persons,
damage to property or other liability caused by or resulting from Tenant's
construction, improvement or maintenance in any part of the Building or Real
Property; and (g) any damage to property or injury to the employees, business
invitees or guests of Tenant or any assignee or sublessees of Tenant occurring
in or about any other portion of the Project except if caused by Landlord or its
agents.


                                      -11-

<PAGE>

     13.2 Indemnification by Landlord. Subject to the conditions and provisions
of this Paragraph 13.2, and commencing upon execution of this Lease, Landlord
agrees to indemnify, defend and hold harmless Tenant and Tenant's assigns,
affiliates, owners, beneficiaries, trustees, employees, representatives,
officers, directors and agents ("Indemnitees") from and against any and all
demands, claims, complaints, actions or causes of action, suits, proceedings,
investigations, arbitrations, assessments, liens, losses, damages, liabilities,
costs and expenses, including, but not limited to, interest, penalties and
reasonable attorneys' fees and disbursements, asserted against, imposed upon or
incurred by any Indemnitee, directly or indirectly, by reason of or resulting
from any liability, obligation or claim (whether absolute, accrued, contingent
or otherwise and whether a contractual, tax or any other type of liability,
obligation or claim) arising out of, relating to or resulting from (a) any
misrepresentation or breach of the representations, warranties, covenants or
agreements of Landlord contained in or made pursuant to this Lease (which
includes the sublease); (b) any failure to timely perform or comply in all
material respects with any material covenant, agreement or undertaking of
Landlord contained in or made pursuant to this Lease; (c) any violation or
alleged violation by Landlord or any assignee or sublessees of Landlord of any
permits, rules, orders, regulations, ordinances, laws and other requirements of
any governmental authorities; (d) Landlord, Landlord's employees acting in the
course of their employment, Landlord's business or operations, any assignee or
sublessees of Landlord, their employees acting in the course of their employment
or their business or operations; (e) any accident, injury or damage, howsoever
and by whomsoever caused, to any person or property, occurring on the Premises
caused by Landlord, its agents, contractors or employees; (f) any injury to
persons, damage to property or other liability caused by or resulting from
Landlord's construction, improvement or maintenance in any part of the Building
or Real Property; and (g) any damage to property or injury to the employees,
business invitees or guests of Landlord or any assignee or sublessees of
Landlord occurring in or about any other portion of the Project except if caused
by Tenant or its agents.

     14. INSOLVENCY. In the event Tenant becomes insolvent, voluntarily or
involuntarily bankrupt, or if a receiver, assignee or other liquidating officer
is appointed for the business of Tenant, then Landlord may cancel this Lease at
Landlord's option, effective thirty (30) days after giving Tenant and Guarantor
notice of cancellation and opportunity to cure.

     15. DEFAULT AND RE-ENTRY. Tenant shall be in default if it fails to pay any
installment of rent when due after Landlord gives Tenant and Guarantor ten (10)
days prior written notice of such failure to pay and opportunity to cure within
such ten (10) days.

     Tenant shall also be in default if it fails to perform any other obligation
under this Lease after Landlord gives Tenant and Guarantor thirty (30) days
prior written notice and opportunity to cure; provided if Tenant commences to
cure within the thirty (30) day period, but is unable to complete the cure
within the thirty (30) day period, and if Tenant continues to proceed diligently
to effect the cure, the thirty (30) day period shall be extended for such time
as is necessary to reasonably allow Tenant to complete its cure of the default.


                                      -12-

<PAGE>

     16. LANDLORD'S REMEDIES.

     16.1 Remedies - General. If Tenant is in default, then Landlord shall have
all rights available to it under Washington law including, without limit, the
following rights and remedies, which are not exclusive: (i) to declare the Term
hereof ended and to reenter the Premises and take possession thereof and remove
all persons therefrom, and Tenant shall have no further claim thereon or
hereunder; (ii) to cure such default on Tenant's behalf and at Tenant's sole
expenses and charge Tenant for all costs and expenses incurred by Landlord in
effecting such cure as additional rent with interest on such amounts at the rate
specified in this Lease until paid; (iii) without declaring this Lease
terminated, to reenter the Premises and occupy the whole or any part thereof for
and on account of Tenant and to collect any unpaid Rent which has become
payable, or which may thereafter become payable; or (iv) even though it may have
reentered the Premises, at any time thereafter elect to terminate this Lease and
all of the rights of Tenant in or to the Premises.

     16.2 Reentry. If Landlord reenters the Premises, Landlord shall not be
deemed to have terminated this Lease or the liability of Tenant to pay any Rent
thereafter accruing as it becomes due, or to have terminated Tenant's liability
for damages under any of the provisions hereof, by any such reentry or by any
action, in unlawful detained or otherwise, to obtain possession of the Premises,
unless Landlord shall have notified Tenant in writing that it has so elected to
terminate this Lease, and Tenant shall be liable for and reimburse Landlord upon
demand for all costs and expenses of every kind and nature incurred in retaking
possession of the Premises and all other losses suffered by Landlord as a
consequence of Tenant's default. In the event of any entry or taking possession
of the Premises, Landlord shall have the right, but not the obligation, to
remove therefrom all or any part of the personal property located therein and
may place the same in storage at a public warehouse at the expense and risk of
Tenant.

     16.3 Termination. If Landlord elects to terminate this Lease Landlord may
recover from Tenant as damages, the following: (i) the worth at the time of
award of any unpaid Rent which had been earned at the time of such termination;
plus (ii) the worth at the time of award of the amount by which the unpaid Rent
which would have been earned after termination until the time of award exceeds
the amount of the Rent loss that could have been reasonably avoided; plus (iii)
the worth at the time of award of the amount by which the unpaid Rent for the
balance of the Term after the time of award exceeds the amount of the Rent loss
that could be reasonably avoided; plus (iv) any other amount necessary to
compensate Landlord for all the detriment proximately caused by Tenant's failure
to perform its obligations under this Lease including, but not limited to, any
costs or expenses incurred by Landlord in retaking possession of the Premises,
including reasonable attorneys' fees therefor; maintaining or preserving the
Premises after such default; preparing the Premises for reletting to a new
tenant, including repairs or alterations to the Premises for such reletting;
leasing commissions; and any other costs necessary or appropriate to relet the
Premises; and (v) such other amounts in addition to or in lieu of the foregoing
as may be permitted from time to time by the laws of the State of Washington. As
used in this Paragraph 16.3, the "worth at the time of award" shall be computed
by allowing interest at


                                      -13-

<PAGE>

the greater of nine percent (9%) per annum or two percentage points (2%) above
the prime rate as publicly announced by Seattle First National Bank, N.A., or
its lawful successor. For purposes of this Paragraph only, the term "rent" shall
be deemed to be the rent and all additional rent and other sums required to be
paid by Tenant pursuant to the terms of this Lease.

     17. COSTS AND ATTORNEYS' FEES. If by reason of any default on the part of
Landlord, Tenant or Guarantor it becomes necessary for another party hereto to
employ an attorney, or in case Landlord, Tenant or Guarantor shall bring suit to
recover any amount due hereunder, or for breach of any provision of this Lease
(including the Guaranty), or to recover possession of the leased Premises, or if
Landlord, Tenant or Guarantor shall bring any action for any relief against the
other, declaratory or otherwise, arising out of this Lease, then and in any of
such events, the prevailing party shall be entitled to a reasonable attorneys'
fee and all costs and expenses expended or incurred in connection with such
default or action, including any appellate action.

     18. ASSIGNMENT AND SUBLETTING. On twenty (20) days prior notice to
Landlord, Tenant may assign its interest in this Lease or sublease all or any
portion of the Premises. Tenant and its guarantor, Esterline Technologies
Corporation, shall be released from liability under this Lease if Tenant assigns
its interest hereunder to an entity which assumes this Lease and has a net worth
of at least equal to guarantor's at the time of assignment, otherwise no such
assignment or subletting shall relieve Tenant of any liability under this Lease,
and Tenant and guarantor shall remain primarily liable hereunder.

     19. OPTION TO PURCHASE. Landlord hereby grants Tenant the option to
purchase the Real Property and Building ("Purchase Option"). The Purchase Option
must be exercised prior to the expiration of the Third Lease Year for the
purchase price of $7,000,000 plus one percent (1%) per month beginning with the
Commencement Date (the "Purchase Price"). Tenant shall provide Landlord with
written notice of its exercise of the Purchase Option prior to expiration of the
Third Lease Year.

     In the event Tenant exercises its Purchase Option, such sale shall close no
later than six (6) months after option exercise and Landlord shall, upon receipt
of the Purchase Price together with full payment of any unpaid Rent and other
amounts due and payable by Tenant with respect to any period ending on or before
the date of the purchase, deliver to Tenant a statutory warranty deed which
conveys to Tenant the Real Property and Building free and clear of all monetary
liens and free of all other encumbrances except those Tenant has agreed in
writing to accept; provided, Tenant's sole remedy in the event it does not
accept any no monetary encumbrance is to terminate its Purchase Option. Landlord
covenants and agrees that until the end of the Third Lease Year it will not
further encumber the Premises except with utility easements and/or other items
necessary for the use and operation of the Real Property; provided, consensual
monetary encumbrances which are removed by closing are permitted. Upon such
conveyance of the Real Property and Building, this Lease shall terminate.
Landlord shall pay the cost of standard title insurance, attorneys' fees
incurred by Landlord in connection with such conveyance, real estate excise
taxes and one-half of the


                                      -14-

<PAGE>

escrow fee. Tenant shall pay all recording fees and attorneys fees incurred by
Tenant in connection with the conveyance of the Real Property and Building, any
title insurance premium above standard coverage, any personal property tax and
one-half of the escrow fee. If such sale shall fails to be consummated this
Lease shall continue in full force and effect, and any options to extend or
renew the Term of this Lease which otherwise would have expired during the
escrow period of such proposed sale shall be deemed to remain in effect for
thirty (30) days after termination of the escrow or other arrangement covering
the closing of such proposed sale. If such sale fails to close due to a default
by Tenant, Tenant shall reimburse Landlord all Landlord's out-of-pocket costs
directly related to such sale as Landlord's sole remedy. Tenant agrees to
cooperate with Landlord if Landlord elects to complete the sale as a like kind
exchange under Section 1031 of the Internal Revenue Code, and Landlord shall pay
Tenant for any additional cost incurred and indemnify and hold Tenant harmless
from and against any liability sustained as a result of such cooperation.
Landlord shall use a qualified intermediary and employ direct deeding in any
such exchange. Such purchase shall be on an "as-is" basis, but without releasing
or indemnifying Landlord from any liability, and Landlord shall, as part of such
sale, assign to Tenant all warranties and indemnities received from its seller,
the Seattle School District.

     20. SUCCESSORS. All of the covenants, agreements, terms and conditions
contained in this Lease shall apply to and be binding upon Landlord and Tenant
and their respective heirs, executors, administrators, successors and assigns.

     21. SUBORDINATION. This Lease is subject to and is hereby subordinated to
all present mortgages, deeds of trust and other encumbrances affecting the
Premises. Tenant will execute such instruments as may be required to subordinate
the rights and interest of the Tenant under this Lease to the lien of any
mortgage or deeds of trust at any time placed on the land of which the leased
Premises are a part; provided, however, that any subordination effected by this
Section shall not affect Tenant's rights under this Lease, including without
limitation Tenant's right to possession, use and occupancy of the Premises.
Tenant further agrees that any such subordination agreement will contain a
provision whereby Tenant will agree, in the event of foreclosure of any such
mortgage or deeds of trust to attorn to and recognize as its landlord under the
terms of this Lease said lender or any purchaser of the leased property at a
foreclosure sale or their heirs, successors or assigns.

     22. NO DISTURBANCE AGREEMENT. Landlord covenants and agrees to obtain from
the holder of the sole existing loan secured by the Premises a No disturbance
Agreement in a form reasonably acceptable to Tenant no later than twenty (20)
days prior to the Commencement Date.

     23. SURRENDER OF POSSESSION. Upon expiration of the term of this Lease,
whether by lapse of time or otherwise, Tenant shall promptly and peacefully
surrender Premises to Landlord in good condition and repair, except for ordinary
wear and tear, damage from condemnation or casualty and such repairs as Tenant
is not required to make hereunder. On or before expiration of the term of this
Lease, Tenant shall be entitled to


                                      -15-

<PAGE>

remove its trade fixtures and equipment installed by it from Premises. Any
damage caused by such removal shall be repaired by Tenant at its expense.

     24. HOLD OVER TENANCY. If (without execution of a new lease or written
extension) Tenant shall hold over after the expiration of the term of this Lease
(as it may have been extended pursuant to this Lease), it shall be deemed to be
occupying Premises as a Tenant from month to month, which tenancy may be
terminated by either party as provided by law. During such tenancy, all terms
and conditions of this Lease in effect for the last month of the Term, as it may
have been extended shall apply, and the parties shall be bound by all of the
terms, covenants and conditions as herein specified; provided, if Tenant holds
over without Landlord's consent minimum monthly rent shall be 125% of that
payable prior to immediately prior to expiration.

     25. WAIVER OF SUBROGATION. Landlord and Tenant each releases and relieves
the other and waives its entire right of recovery against the other for loss or
damage arising out of or incident to the perils of fire, explosion, or any other
perils described in the "extended coverage" insurance endorsement approved for
use in Washington, which occurs in, on or about the Premises, whether due to the
negligence of either party, their agents, employees, or otherwise, provided
liability and fire extended coverage insurance providing said waiver is
reasonably available without a significant increase in the premiums.

     26. NOTICES. All notices under this Lease shall be in writing and delivered
in person or sent by registered or certified mail, return receipt requested, to
Landlord at the address to which rent payments are designated to be sent and to
Tenant at the Premises, effective as of personal delivery, if delivered, or two
(2) business days after mailing, if mailed. Either party may change the address
for notice by giving written notice thereof to the other party. Any notice to
Landlord hereunder shall also be given to Landlord's lender, which shall be
given a reasonable time to cure any default by Landlord. Landlord shall give
Tenant written notice of the name and address of its lender and, from time to
time, of the change in its lender.

     27. CONDEMNATION. If all of the Premises or such portions thereof as may be
required for Tenant's reasonable use of the Premises as determined by Tenant,
are taken by eminent domain, this Lease shall automatically terminate as of the
date Tenant is required to vacate the Premises and all rentals shall be paid to
that date. In case of a taking of a part of the Premises, or another portion of
the Building or Real Property not required for Tenant's reasonable use of the
Premises, then this Lease shall nonetheless continue in full force and effect
and the rental shall be equitably reduced based on the proportion by which the
floor area of the Premises is reduced (or Tenant's use of the Premises is
affected, if such taking pertains to the Building or the land upon which it is
located), such rent reduction to be effective as of the date possession of such
portion is delivered to the condemning authority, and there shall be a
corresponding reduction in sublease rent due from Landlord. Landlord reserves
all rights to damage to the Premises for any taking by eminent domain, and
Tenant hereby assigns to Landlord any right Tenant may have to such damages or
award, and Tenant shall make no claim against Landlord for damages for
termination of the leasehold interest or


                                      -16-

<PAGE>

interference with Tenant's business. Tenant shall, however, have the right to
claim against the condemning authority for any losses compensable under relevant
law; provided that the same does not reduce the amount received by Landlord or
Landlord's lender.

     28. ESTOPPEL CERTIFICATE. Tenant or Landlord shall, from time to time,
within ten (10) business days after receiving a written request from the other
party, execute and deliver a written statement. This written statement, which
may be relied upon by Landlord and any third party with whom Tenant or Landlord
is dealing, shall certify:

     28.1 The accuracy of the Lease document(s);

     28.2 The beginning and ending dates of the Lease;

     28.3 Whether or not the Lease is in full force and effect and the date
through which rent is paid;

     28.4 Whether there is any known default or if Landlord or Tenant has any
claims or demands; and, if so, specifying the default claim or demand; and

     28.5 To the accuracy of other correct and ascertainable facts that are
covered by the Lease terms.

     29. AUTHORITY. If either party is a corporation, partnership or limited
liability company, each individual executing this Lease on behalf of said entity
represents and warrants that he/she is duly authorized to execute and deliver
this Lease on behalf of said entity and that this Lease is binding upon said
entity in accordance with its terms.

     30. MISCELLANEOUS.

     30.1 Time is of the essence of this Lease.

     30.2 This Lease contains all of the agreements between the parties hereto
relating to the subject matter hereof and may be amended only in a writing
signed by all the parties hereto.

     30.3 The titles to Sections in this Lease are not a part of this lease and
shall have no effect upon the construction or interpretation of any part
thereof. Tenant will be referred to by the pronouns "it" and "its" irrespective
of number, gender or the fact of incorporation. This Lease shall be construed
and governed by the law of the State of Washington. This Lease shall be
interpreted without regard to which party drafted any or all of its provisions.

     30.4 In the event of any dispute between the parties in connection with
this Agreement, the parties hereby consent to the jurisdiction of the Superior
Court for the State of Washington with venue in King County and confirm that
said jurisdiction is exclusive.


                                      -17-

<PAGE>

     30.5 Whenever provision is made in this Lease for any written notice or
demand by Landlord or Tenant to be given to the other party, it shall be hand
delivered, faxed (with receipt confirmed), or mailed postage prepaid, return
receipt requested, to Landlord or Tenant at the following addresses or such
other address as the parties shall inform each other in writing:

          FOR TENANT     Korry Electronics Co.
                         Attn: Bill Mason
                         901 Dexter Avenue North
                         Seattle, WA 98109

          COPY TO        Timothy R. Osborn
                         Boggle & Gates P.L.L.C.
                         Two Union Square
                         601 Union Street
                         Seattle, Washington 98101

          FOR GUARANTOR: Esterline Technologies Corporation
                         Attn: Robert W. Stevenson
                         10800 N.E. 8th, Suite 600
                         Bellevue, Washington 98004

          FOR LANDLORD:  810 Dexter L.L.C.
                         c/o Michael Maloney
                         The Highlands
                         Seattle WA 98177

          COPY TO:       Bruce H. Benson
                         Helsell Fetterman LLP
                         1500 Puget Sound Plaza
                         1325 Fourth Avenue
                         Seattle, WA 98101

     30.6 If any term, covenant, condition or provision of this Lease or the
application thereof to any person or circumstances shall, at any time or to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to person or circumstances other than
those as to which this Lease is held invalid or unenforceable, shall not be
affected thereby, and each term, covenant, condition and provision of this Lease
shall be valid and be enforced to the fullest extent permitted by law.

     30.7 This Lease shall not be recorded, but at the request of either
Landlord or Tenant the parties shall execute and acknowledge a Memorandum of
this Lease for recording. The Memorandum shall include such provisions of this
Lease as the parties desire, excluding, however, the amount of rent and other
monetary terms.


                                      -18-

<PAGE>

     31. AGENCY. The parties represent and warrant to each other that no real
estate broker or agent has been involved in connection with this Lease for which
a claim may be made against Landlord or Tenant, and Landlord or Tenant agree to
indemnify the other against and hold the other harmless from any claim, loss or
liability in connection with a breach of said representation and warranty. This
indemnification and hold harmless agreement shall survive the termination or
expiration of this Lease.

     32. QUIET ENJOYMENT. So long as Tenant is not in default hereunder past any
applicable cure period Tenant shall have quiet enjoyment of the Premises, free
from any claims of parties claiming by, under, or through Landlord and Landlord
shall defend, indemnify and hold Tenant harmless from any and all damages or
liability (including actual attorneys' fees) incurred as a result of a breach of
the foregoing provision, or any claim that if successful would result in breach.

     33. SURVIVAL OF REPRESENTATIONS, ETC. The representations, warranties,
covenants and agreements in this Lease or pursuant hereto shall survive the
execution and delivery of this Lease and the expiration or earlier termination
of this Lease for the applicable statute of limitations period.

     34. ACCESS. Landlord and its agents shall have the right to enter into and
upon the Premises at all reasonable times and upon reasonable notice (or without
notice in the event of emergency such as fire) for the purposes of inspecting
the Premises, making repairs required of Landlord, and/or showing the Premises
to a prospective purchaser, tenant or lender. Landlord shall have the right to
place a "for rent" sign on the Premises and show the Premises for one hundred
seventy (170) days prior to the expiration of the lease term.

     35. BINDING ON SUCCESSORS AND ASSIGNS. The terms, provisions and covenants,
and conditions contained in this Lease shall apply to, inure to the benefit of
and be binding upon, the parties hereto and upon their respective heirs, legal
representatives, successors and permitted assigns.

     36. AMENDMENTS TO THE LEASE. This Lease may not be altered, changed or
amended except by an instrument in writing signed by both parties hereto.

     37. SEVERABILITY. If any clause or provision of this Lease is illegal,
invalid or unenforceable under present or future laws effective during the term
of this Lease, then and in that event it is the intention of the parties hereto
that the remainder of this Lease shall not be affected thereby.

     38. INTEREST. Rent and any other sums due under this Lease from Landlord or
Tenant shall bear interest at the greater of nine percent (9%) per annum or two
percentage points (2%) over the prime rate as announced by Seafirst Bank or its
lawful successor, until paid in full.


                                      -19-

<PAGE>

     39. NO IMPLIED WARRANTIES. LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE
ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR ANY OTHER KIND ARISING OUT OF THIS LEASE REGARDING
THE CONDITION OF THE BUILDING, THE PREMISES OR THE REAL PROPERTY. LANDLORD MAKES
NO WARRANTIES REGARDING THE CONDITION OF THE BUILDING, THE PREMISES OR THE REAL
PROPERTY.

     40. BROKERS. Tenant and Landlord each represents and warrants to the other
that it has not entered into any agreement with, nor otherwise had any dealings
with, any broker or agent in connection with the negotiation or execution of
this Lease which could form the basis of any claim by any such broker or agent
for a brokerage fee or commission, finder's fee or any other compensation of any
kind or nature in connection herewith. Each party shall indemnify, defend and
hold the other harmless from and against any costs (including but not limited to
court costs and attorneys' fees), expenses or liability for commissions or other
compensation claimed by any broker or agent other than those listed above in
this Paragraph with respect to this Lease which arises out of any agreement or
dealings, or alleged agreement or dealings, between Landlord or Tenant and any
such agent or broker.

     41. NO WAIVER. No waiver by either party of any covenant, condition or
agreement in this Lease shall operate as a waiver of the covenant, condition or
agreement itself, or of any subsequent breach thereof.

     42. REMEDIES CUMULATIVE. The specified remedies to which Landlord or Tenant
may resort under the terms of this Lease are cumulative and are not intended to
be exclusive of any other remedies or means of redress to which Landlord or
Tenant may lawfully be entitled in case of any breach or threatened breach by
Tenant or Landlord of any provision of this Lease. In addition to the other
remedies in this Lease provided, Landlord or Tenant shall be entitled to the
restraint by injunction of the violation, or attempted or threatened violation,
of any of the covenants, conditions or provisions of this Lease.

     43. SUBLEASE. Landlord hereby subleases from Tenant and Tenant subleases to
Landlord on the following terms and conditions:

     43.1 For the first three (3) years of the Lease, beginning on the
Commencement Date and continuing through the Third Lease Year, Landlord will
sublease from Tenant both the bottom floor and the middle floor of the Building
and the parking as referred to in Section 2 above for a minimum monthly rental
amount of $24,000 per month in advance.

     43.2 For the fourth and fifth years of the Lease, beginning on the first
day of the Fourth Lease Year and continuing through the last day of the Fifth
Lease Year, Landlord will sublease from Tenant the bottom floor of the Building
for a minimum monthly rental amount of $12,000 per month. The first five (5)
Lease Years are sometimes referred to herein as the "Sublease Term."


                                      -20-

<PAGE>

     43.3 During the Sublease Term, Landlord shall pay when due a share of
taxes, insurance and utilities as follows:

     (a) Taxes: Real estate taxes and assessments attributable to land value
shall be prorated on a Building square footage basis, and for improvements shall
be allocated based on 40% for the top floor, 30% for the middle floor and 30%
for the bottom floor for existing improvements and, assuming no improvements to
the subleased premises by Landlord, Tenant shall be responsible for all
increases in real estate taxes subsequent to 1996 for improvements.

     (b) Insurance: All Tenant's insurance costs shall be allocated 40% to the
top floor, 30% to the middle floor and 30% to the bottom floor which for
allocation purposes shall be limited to Landlord's current cost of insurance,
which for 1996 is $6,000, subject to annual increase by the percentage increase
in the Index for the prior year.

     (c) Utilities: Landlord shall pay all utilities of the type required to be
paid by Tenant pursuant to Section 6 of this Lease which are metered separately
to the subleased premises or are not allocated to Tenant as Tenant's share under
Section 6.

     43.4 During the sublease term, Landlord shall maintain the interior of the
subleased premises in a manner determined by Landlord, but Tenant shall retain
control over the exterior of Premises, including the premises subleased by
Landlord, and Landlord's right to place or retain signs on the exterior of the
Building shall be as provided in Section 9.1(c). Landlord shall have the right
to paint the exterior of the Building. Except for damage caused by Tenant or its
employees, contractors, agents or invitees, Tenant's obligations under Section 7
of the Lease, "Repair and Care of Premises", shall not apply to the subleased
premises.

     43.5 Tenant, as sublessor hereunder, agrees that with respect to the
sublease set forth in this Section, Landlord may use and sub-sublease the
property so subleased for any commercial use that is in accordance with law, is
consistent with the prime Lease and which would not, in Tenant's reasonable
judgment, materially impair or interfere with Tenant's use of the Premises. No
sub-sublease shall be for a term beyond the Sublease Term except for the LCM
International lease. Landlord warrants and it has the right to eliminate LCM's
right to lease beyond the Sublease Term and shall do so at Tenant's request.
Tenant approves the existing uses identified as follows:

     -    bakery

     -    auto repair and painting

     -    wholesale wine

     -    wholesale clothing

     -    delivery service

     -    storage of boats and vehicles

     -    auto detailing

     -    distribution

     -    limo service

     -    storage of advertising materials


                                      -21-

<PAGE>

Landlord, as subtenant hereunder, shall not do or permit to be done in or about
Premises anything which is illegal or unlawful, or which will be dangerous to
life or limb, or which will constitute a nuisance or increase the existing rate
of insurance upon the Building, or cause cancellation of any insurance policy
covering any part of the Building or the Premises.

     43.6 Landlord and Tenant agree that with respect to the sublease of
premises from Tenant to Landlord set forth in this Section 43, Tenant shall not
be liable or held responsible for any actions of Landlord in connection with its
use of the premises so subleased hereunder.

     43.7 Tenant shall not be responsible for any breach or default in payment
of rent or otherwise under this Lease if and to the extent caused by Landlord's
breach of this sublease.

     43.8 In lieu of Landlord paying Tenant sublease rent and other and sums due
from Landlord to Tenant under this sublease, Tenant shall deduct any and all
amounts due from Landlord to Tenant under this Sublease from any all amounts
owed by Tenant to Landlord under this Lease.

     43.9 All obligations and duties of Tenant under this Lease regarding the
Premises shall not apply to subleased premises during the Sublease Term.
Landlord shall be subject to the same obligations with respect to holding over
and surrendering the subleased premises as Tenant is under Sections 26 and 27 of
this Lease regarding the Premises.

     43.10 Landlord shall not assign its interest in this sublease. If Landlord
is a corporation, partnership or limited liability company, transfer of a
controlling interest in such entity shall be deemed as assignment. Landlord may
sub-sublease all or a portion of the subleased premises pursuant to Section 43.5
During the first five (5) years of the prime Lease, any new sub-subleases by
Landlord shall contain a provision allowing Landlord to terminate such
sub-sublease on six (6) months notice, which Landlord shall exercise if so
directed by Tenant following Tenant's irrevocable election to terminate the
Sublease (by purchasing the Premises or otherwise by mutual agreement) at the
end of such six (6) month period.

     43.11 Tenant shall also have the first opportunity to terminate the
sublease as to all or portions of the subleased premises, as follows: If
Landlord desires to sub-sublease at least 2000 square feet of the subleased
premises, it shall first offer said space to Tenant in writing. Tenant shall
have twenty (20) days after receipt to accept said offer. If Tenant accepts, the
additional space shall automatically become part of the Premises free of the
sublease, subject to all terms of this Lease, and rent for such space shall be
determined based on the average square footage rate being paid by Tenant at that
time, and the sublease rent shall be reduced based on the average square footage
rate being paid by Landlord at that time. If Tenant does not accept Landlord's
offer within the twenty (20) day period, Landlord may proceed to sub-sublease to
the proposed new tenant. Tenant's right of first opportunity shall again become
effective anytime Landlord desires to sub-sublease part of the subleased
premises at least 2000 square feet in area.


                                      -22-

<PAGE>

     44. GUARANTY. Esterline Technologies Corporation ("Guarantor") hereby
guaranties Tenant's obligations under this Lease. Landlord may not exercise its
rights against Guarantor under this guaranty until thirty (30) days have elapsed
following expiration of the cure period specified in the Lease.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the day
and year first above written.

Landlord:                               Tenant:

810 DEXTER L.L.C.                       KORRY ELECTRONICS CO.


By /s/ Michael J. Maloney               By /s/ David G. Elkins
   ----------------------------------      -------------------------------------
   Michael J. Maloney                   Its President
Its Sole Managing Member


Guarantor:

ESTERLINE TECHNOLOGIES CORPORATION


By /s/ Larry A. Kring
   ----------------------------------
Its Group Vice President


                                      -23-